December 06, 2020

BSE Limited National Stock Exchange of India Limited

P. J. Towers, 25th Floor, Exchange Plaza, Bandra Kurla Complex,
Dalal Street, MUMBAI – 400001. Bandra (E), Mumbai-400051.
Scrip Code: 532368 Symbol: BCG

Dear Madam/Sir,

Sub: Notice of the 21st Annual General Meeting (the “AGM”) of Brightcom Group Limited

Pursuant to the provisions of Regulation 30 of the SEBI (LODR) Regulations, 2015, please find the
enclosed herewith the Notice convening 21st Annual General Meeting of the Members of
Brightcom Group Limited scheduled to be held on Monday, December 28, 2020 @ 11:00 AM
through Video Conferencing/Other Audio-Visual Means.

Book closure is being fixed from Tuesday, December 22, 2020 to Monday, December 28, 2020
(both days inclusive) for the purpose of the 21st Annual General Meeting.

The Annual Report is also available on the Company’s website at www.brightcomgroup.com

Request you to take the same on record and oblige.

Thanking you,

Yours faithfully,

For BRIGHTCOM GROUP LIMITED

Manohar Mollama
Company Secretary & Compliance Officer
ACS – 39254

Encl.: A/a
 Notice of 21st Annual General Meeting

Notice is hereby given that the 21st Annual General Meeting (AGM) of the members of Brightcom
Group Limited (CIN: L64203TG1999PLC030996) (the Company) will be held on Monday, the
28th day of December 2020, at 11.00 a.m. through Video Conferencing (VC) facility/ Other
Audio Visual Means (“OAVM”) and deemed venue of AGM is at the registered office of the
Company situated at Floor-5, Fairfield by Marriott, Road No.2, Nanakramguda, Gachibowli,
Hyderabad, Telangana, India - 500032 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt:

(a) the audited Standalone Financial Statements of the Company for the financial year ended
March 31, 2020 together with the reports of the Board of Directors and the Auditors
thereon; and

(b) the audited Consolidated Financial Statements of the Company for the financial year ended
March 31, 2020 together with the report of the Auditors thereon.

To consider and if thought fit to pass with or without modification(s) the following resolution
as an Ordinary Resolution:

“RESOLVED THAT the audited standalone and consolidated financial statements of the
Company for the financial year ended March 31, 2020, together with the reports of the Board
of Directors and of the Auditors thereon be and are hereby received, considered and adopted”

2. To declare the final dividend on equity shares of the Company for the financial year ended
March 31, 2020.

To consider and if thought fit to pass with or without modification(s) the following resolution
as an Ordinary Resolution:

"RESOLVED THAT a final dividend for the year ended March 31, 2020 at the rate of Rs. 0.05/-
per equity share of Rs.2/-each fully paid-up be and is hereby declared and paid to the
Members whose names appear in the Register of Members as on December 21, 2020."

3. To re-appoint Mr. Vijay Kancharla (DIN: 02744217), who retires by rotation, and being
eligible offers himself for the re-appointment.

To consider and if thought fit to pass with or without modification(s) the following resolution
as an Ordinary Resolution:

“RESOLVED THAT, pursuant to provisions of Section 152 and other applicable provisions, if
any, of the Companies Act, 2013 and rules framed thereunder (including any statutory
modification or re-enactment thereof for the time being in force), the approval of the Members
of the Company be and is hereby accorded for the re-appointment of Mr. Vijay Kancharla (DIN:

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30
 02744217) as Director, to the extent that he is required to retire by rotation and continue as
Executive Director of the Company as per the approval accorded by the Members at the 20th
Annual General Meeting of the Company held on September 27, 2019 and as revised/amended
from time to time.”

SPECIAL BUSINESS:

4. To appoint Mr. Peshwa Acharya (DIN: 06558712) as an Independent Director of the

Company.

To consider and, if thought fit, to pass with or without modification, the following resolution
as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of section 149 and 152 read with Schedule IV
and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the
Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable
provisions of the SEBI (LODR) Regulations, 2015 (including any statutory modification(s) or
re-enactment(s) thereof, for the time being in force), Mr. Peshwa Acharya (DIN: 06558712),
who was appointed by the Board of Directors as an Additional Director under the category of
Non-Executive & Independent Director on September 15, 2020 and who holds office as
Independent Director up to the conclusion of ensuing annual general meeting and has
submitted a declaration that he meets the criteria of independence as provided in section
149(6) of the Act and Regulation 16 of the SEBI (LODR)) Regulations, 2015, as amended and
who is eligible for appointment, be and is hereby appointed as an Independent Director of the
Company for a period of 5 (five) years with effect from September 15, 2020 and whose office
shall not be liable to retire by rotation.

RESOLVED FURTHER THAT any of the Director(s)/Company Secretary of the Company, be

and is hereby severally authorized to file necessary returns/forms to the Registrar of
Companies and to do all such acts, deeds and things that may be necessary, proper, expedient
or incidental for the purpose of giving effect to the aforesaid resolution.”

5. To re-appoint Dr. K. Jayalakshmi Kumari (DIN: 03423518) as an Independent Director:

To consider and, if thought fit, to pass with or without modification, the following resolution
as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV
and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the
Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable
provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force), Dr. K. Jayalakshmi Kumari (DIN: 03423518), who was
appointed as an Independent Director and who holds office of Independent Director up to May
16, 2021 and being eligible, and in respect of whom the Company has received a notice in
writing under Section 160 of the Act from a member proposing her candidature for the office
of Director, be and is hereby re-appointed as an Independent Director of the Company, not

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31
 liable to retire by rotation and to hold office for a second term of 5 (Five) years from
conclusion of this AGM till the conclusion of 26th AGM of the Company to be held in 2025.”

RESOLVED FURTHER THAT any of the Director(s)/Company Secretary of the Company, be

and is hereby severally authorized to file necessary returns/forms to the Registrar of
Companies and to do all such acts, deeds and things that may be necessary, proper, expedient
or incidental for the purpose of giving effect to the aforesaid resolution.”

6. Issuance of Warrants convertible into Equity Shares on Preferential basis:

To consider and if thought fit, to pass, with or without modification(s), the following
resolution as a Special Resolution:

“RESOLVED THAT pursuant to Sections 23, 42, 62 and other applicable provisions, if any, of
the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities)
Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, each as
amended, the provisions of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”),
Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers)
Regulations, 2011 (“SEBI Takeover Regulations”), Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the
“Listing Regulations”) and any other applicable laws, rules and regulations, circulars,
notifications, clarifications, guidelines issued by the Government of India, the Securities and
Exchange Board of India (“SEBI”) and the stock exchanges where the shares of the Company
are listed (“Stock Exchanges”), or any other authority / body and enabling provisions in the
Memorandum and Articles of Association of the Company, and subject to necessary
approvals, sanctions, permissions of appropriate statutory / regulatory and / or other
authorities and persons, if applicable and subject to such conditions and modifications as
may be prescribed by any of them while granting such approvals / sanctions / permissions
and / or consents, if any, and which may be agreed by the board of directors of the Company
(hereinafter referred to as “Board” which term shall be deemed to include any committee(s),
which the Board has constituted or may constitute to exercise its powers, including the
powers conferred on the Board by this resolution), consent of the members of the Company
be and is hereby accorded to the Board, to create, issue, offer and allot, from time to time, in
one or more tranches, upto 34,00,00,000 (Thirty Four Crore Only) convertible warrants
(“Warrants”) at a price of Rs. 7.70/- per warrant with a right to the warrant holders to apply
for and be allotted 1 (One) Equity Share of the face value of Rs. 2/- each of the Company
(“Equity Shares”) at a premium of Rs. 5.70/- per share for each Warrant within a period of 18
(Eighteen) months from the date of allotment of the Warrants, aggregating to Rs.
261,80,00,000/- (Rupees Two Hundred & Sixty One Crore and Eighty Lacs only) to the
following persons / entities (“proposed allottees”) of the Company for cash and in accordance
with the provisions of SEBI ICDR Regulations and SEBI Takeover Regulations or other
applicable laws and on such terms and conditions as the Board may, in its absolute discretion
think fit and without requiring any further approval or consent from the Members:

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32
 Sl. No. Proposed Allottee Number of Warrants

1 ARADHANA COMMOSALES LLP 50,000,000

2 SARITA COMMOSALES LLP 50,000,000
3 MANGAL COMPUSOLUTION PVT LTD 40,000,000
4 KALPANA COMMOSALES LLP 25,000,000
5 SAHITAY COMMOSALES LLP 25,000,000
6 HANSRAJ COMMOSALES LLP 24,000,000
7 SUBRATO SAHA 22,000,000
8 SHALINI SALES LLP 20,000,000
9 PARUL PARIMAL MEHTA 10,000,000
10 PANKTI COMMOSALES LLP 10,000,000
11 LEPTON SOFTWARE TRADING FZCO 5,400,000
12 TALISMAN SECURITIES PVT LTD 5,000,000
13 ANISH PARMANAND BHATIA 5,000,000
14 PALACE HEIGHTS AVENUES LLP 4,500,000
15 ANKIT KUMAR ALYA 4,000,000
16 VINITA JAIN 3,825,000
17 Y SURYANARAYANA RAJU 3,500,000
18 GAUTAM GOPIKISHAN MAKHARIA 2,500,000
19 PUNEET GOPIKISHAN MAKHARIA 2,500,000
20 SANJIB HIRENDRA CHAKRABORTY 2,500,000
21 SANJIV JAYANT SHAH 2,000,000
22 CHERUKURU SRINIVASA RAO 1,500,000
23 RUSHIDA RAHUL MEHTA 1,500,000
24 AYAZ AMIR MANJEE 1,000,000
25 SHIVKRISHNA HARAKCHAND DAMANI 1,000,000
26 MANJU SHIVKRISHNA DAMANI 1,000,000
27 VARUN SHIVKRISHNA DAMANI 1,000,000
28 PRERNA VARUN DAMANI 1,000,000
29 POOJA RAJENDRA PRASAD PODDAR 1,000,000
30 RAJENDRA PRASAD PODDAR 1,000,000
31 SUSHILA DEVI PODDAR 1,000,000
32 ASIF ISMAIL ATHANIYA 1,000,000
33 VINAYKUMAR PANDEY 1,000,000
34 RAGHUNATH NAIDU KODIDINI 800,000
35 SIDDHARTH DUBEY 750,000
36 LEPTON SOFTWARE PTE LTD 600,000
37 MLS SUDHEER 600,000
38 PATLOLLA PRASHANTH REDDY 500,000
39 KANEEZ ZAINAB 500,000

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33
 40 ZAINAB HAJEEBHAI MANJEE 500,000
41 HANIF AMIR MANJEE 500,000
42 MOHAMED MAJID M SIDDIQUI 500,000
43 LORIYA MOHSIN RAFIK 500,000
44 SHABANA AYAZ MANJEE 500,000
45 SAIRA HANIF MANJEE 500,000
46 ZEESHAN HANIF MANJEE 500,000
47 ASHISH CHHOTUBHAI HAMID 500,000
48 MEGHNA KAUSTUBH KULKARNI 500,000
49 KAUSTUBH BALCHANDRA KULKARNI 500,000
50 PONNA BHUVANESWARI 450,000
51 SAYEEDA YASEEN 400,000
52 P SOUMYA 140,000
53 GIDDALA RAMAKANTH 100,000
54 ADAPA SRINIVAS 100,000
55 SRI RAM DITTAKAVI 100,000
56 RAJESH LAXMAN RAO CHIVUKULA 90,000
57 SUBRAT KUMAR SAHOO 55,000
58 P SIVA RAMA RAJU 50,000
59 HIMAKUMAR KONDIPARTHI 40,000

RESOLVED FURTHER THAT the “Relevant Date” for this proposed issue of warrants in
accordance with the SEBI (ICDR) Regulations shall be Friday, November 27, 2020, being the
date 30 days prior to the date of passing of the Resolution by the Members of the Company
for the proposed preferential issue of Warrants convertible into Equity Shares.

RESOLVED FURTHER that without prejudice to the generality of the above, the issue of
Warrants shall be subject to the following terms and conditions:

(i) The Warrant holders shall, subject to the SEBI (ICDR) Regulations and other applicable
rules, regulations and laws, be entitled to exercise the Warrants in one or more tranches
within a period of 18 (Eighteen) months from the date of allotment of the Warrants by
issuing a written notice to the Company specifying the number of Warrants proposed to
be exercised. The Company shall accordingly issue and allot the corresponding number
of Equity Shares of face value of Rs. 2/- each to the Warrant holders.

(ii) An amount equivalent to 25% of the Warrant Issue Price shall be payable at the time of
subscription and allotment of each Warrant and the balance 75% shall be payable by
the Warrant holder(s) on the exercise of the Warrant(s).

(iii) In the event that, a Warrant holder does not exercise the Warrants within a period of 18
(Eighteen) months from the date of allotment of such Warrants, the unexercised
Warrants shall lapse and the amount paid by the Warrant holders on such Warrants
shall stand forfeited by Company.

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34
 (iv) The Warrants by themselves, until exercise of the conversion option and allotment of
Equity Shares, do not give the Warrant holder thereof any rights akin to that of
shareholder(s) of the Company.

(v) The Company shall procure the listing and trading approvals for the Equity Shares to be
issued and allotted to the Warrant holders upon exercise of the Warrants from the
relevant Stock Exchanges in accordance with the Listing Regulations and all other
applicable laws, rules and regulations.

(vi) The Equity Shares so allotted on exercise of the Warrants shall be in dematerialized
form and shall be subject to the provisions of the Memorandum and Articles of
Association of the Company and shall rank pari-passu in all respects including dividend,
with the then existing Equity Shares of the Company.

(vii) The Warrants and Equity Shares issued pursuant to the exercise of the Warrants shall
be locked-in as prescribed under the SEBI ICDR Regulations from time to time.

RESOLVED FURTHER THAT, the Board be and is hereby authorized to, do all such acts,
deeds, matters and things as it may in its absolute discretion deem necessary or desirable to
give effect to the above resolutions, including without limitation to issue and allot Equity
Shares upon exercise of the Warrants, to issue certificates/ clarifications on the issue and
allotment of Warrants and thereafter allotment of Equity Shares further to exercise of the
Warrants, effecting any modifications to the foregoing (including to determine, vary, modify
or alter any of the terms and conditions of the Warrants including deciding the size and
timing of any tranche of the Warrants), entering into contracts, arrangements, agreements,
memoranda, documents to give effect to the resolutions above (including for appointment of
agencies, consultants, intermediaries and advisors for managing issuance of Warrants and
listing and trading of Equity Shares issued on exercise of Warrants), including making
applications to Stock Exchanges for obtaining of in-principle approval, filing of requisite
documents with the Registrar of Companies, National Securities Depository Limited (NSDL),
Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be
necessary for the purpose, seeking approvals from lenders (where applicable), to take all
such steps as may be necessary for the admission of the Warrants and Equity Shares (to be
issued on exercise of the Warrants) with the depositories, viz. NSDL and CDSL and for the
credit of such Warrants / Shares to the respective dematerialized securities account of the
proposed allottees, and to delegate all or any of the powers conferred by the aforesaid
resolutions on it to any committee of directors or any director(s) or officer(s) of the Company
and to revoke and substitute such delegation from time to time, as deemed fit by the Board, to
give effect to the above resolutions and also to initiate all necessary actions for and to settle
all questions, difficulties, disputes or doubts whatsoever that may arise, including without
limitation in connection with the issue and utilization of proceeds thereof, and take all steps
and decisions in this regard.”
For and on behalf of the Board of Directors

Sd/-
Place: Hyderabad M. Suresh Kumar Reddy
Date: December 04, 2020 Chairman & Managing Director
DIN: 00140515

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35
 Registered Office:
Floor-5, Fairfield by Marriott,
Road No: 2, Nanakramguda, Gachibowli,
Hyderabad – 500032, Telangana, India.
CIN: L64203TG1999PLC030996
Email:[email protected];
Web: www.brightcomgroup.com
Tel: +91 40 67449910 Fax: +91 22 66459677

Notes to AGM Notice:

1. The Statement pursuant to Section 102(10) of the Companies Act, 2013 and the Rules made
thereunder (“ACT”) in respect of the Special business set out in the Notice, Secretarial
Standard on General Meetings (“SS-2”) and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) wherever applicable, is annexed
hereto. The Board of Directors of the Company at its meeting held on November 12, 2020 &
December 04, 2020 concluded that the special business under 4, 5 and 6 are critical and
considered unavoidable, and hence need to be transacted at the 21st AGM of the Company.

The Register of Members and Share Transfer books of the Company will remain closed from
Tuesday, December 22, 2020 to Monday, December 28, 2020 (both the days inclusive).

2. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be
followed, the Government of India, Ministry of Corporate Affairs (“MCA”) allowed
conducting Annual General Meeting (“AGM”) through Video Conferencing (“VC”) or Other
Audio Visual Means (“OAVM”) and dispensed the personal presence of the members at the
meeting. Accordingly, the MCA issued Circular No. 14/2020 dated April 08, 2020, Circular
No. 17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020 (“MCA
Circulars”) and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020
issued by the Securities and Exchange Board of India (“SEBI Circular”) prescribing the
procedures and manner of conducting the AGM through VC/OAVM.

In terms of the said circulars, the 21st AGM of the members will be held through VC/OAVM.
Hence, members can attend and participate in the AGM through VC/OAVM only. The detailed
procedure for participation in the meeting through VC/OAVM is as per note No. 23 and
available at the Company’s website www.brightcomgroup.com.

Deemed Venue for the AGM shall be registered office of the Company.

Company is providing VC/OAVM facility to its members to attend the 21st AGM
through Central Depository Services Limited (CDSL).

The facility for attending the AGM virtually will be made available for 1,000 shareholders on
first come first served basis. This will not include large members (i.e. members with 2% or
more shareholding, Promoters, Institutional investors, Directors, Key Managerial Personnel,
the Chairpersons of the Audit Committee, Nomination & Remuneration Committee and

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36
 Stakeholders’ Relationship committee, Auditors etc. who are allowed to attend the AGM
without restriction on account of first come first served basis.
[Detailed procedure for participation in the meeting is mentioned in note no. 23.]

3. In line with the aforesaid Circulars and our intimation dated September 10, 2020, the Notice
of AGM along with Annual Report 2019-20 is being sent only through electronic mode to
those Members whose email addresses are registered with the Company/Depositories as on
Friday, November 27, 2020. Members may note that Notice and Annual Report 2019-20 can
also be accessed from the websites of the Company at www.brightcomgroup.com, websites
of the Stock Exchanges www.bseindia.com and www.nseindia.com, website of CDSL (agency
for providing the remote / venue e-voting facility) www.evotingindia.com.

4. The VC/OAVM facility for shareholders to join the meeting, shall be kept open 15 minutes
before the start of the AGM (i.e. 10.45 am) and shall be closed on expiry of 15 minutes after
start of the AGM (i.e. 11.15 am).

5. Pursuant to the MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy
to attend and cast vote for the members is not available for this AGM. However, the Body
Corporates are entitled to appoint authorized representatives by sending representation at
[email protected] to attend the AGM through VC/OAVM and participate there at and
cast their votes through e-voting. Accordingly, the Attendance Slip and Proxy Form have not
been annexed to the Notice.

6. The attendance of the Members attending the AGM through VC/OAVM will be counted for
the purpose of reckoning the quorum under Section 103 of the Act.

7. The Company has fixed Monday, December 21, 2020 as the ‘Record Date’ for determining
entitlement of members to receive final dividend for the financial year ended March 31,
2020, if the same is approved at the AGM. Payment of Final Dividend, as approved, shall be
subjected to deduction of tax at source, and the net dividend, will be paid to eligible
shareholders on or before January 25, 2021.
8. The detailed procedure and instruction for e-voting is mentioned in note no. 17.

9. The statutory registers under the Companies Act, 2013 and all other documents referred to
in the notice will be available for inspection in electronic mode. Members who wish to
inspect the register are requested to write to the company at [email protected].

10. Members seeking any information with regard to accounts or any other information are
requested to write to the Company at least 10 days before the meeting so as to enable the
management to keep the information ready.

11. No physical copy of the notice of the AGM and the Annual Report for the year 2019-20 has
been sent to members who have not registered their e-mail addresses with the
company/depository participants. However, Members will be entitled to a physical copy of
the Annual Report for the year 2019-20, free of cost, upon sending a request to the Company
Secretary at Floor-5, Fairfield by Marriott, Road No.2, Nanakramguda, Gachibowli,
Hyderabad, Telangana, India – 500032 once normalcy is restored.

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37
 12. Members who have not yet registered their e-mail address may register the same by
following the procedure laid down in note no 19.

13. Members holding the shares in physical mode are requested to notify immediately the
change of their address and bank particulars to the RTA of the Company. In case shares are
held in dematerialized form, the information regarding change of address and bank
particulars should be given to their respective Depository Participant.

Further, as per Regulation 40 of Listing Regulations, as amended, securities of listed

companies can only be transferred in demat form with effect from April 01, 2019, except in
case of request for transmission or transposition of securities. In view of this, Members
holding shares in physical form are requested to consider converting their holding to demat
form Members can contact Company / RTA for assistance in this regard.

14. In terms of Section 72 of the Act, nomination facility is available to individual Members
holding shares in the physical mode. Members, who are desirous of availing this facility, may
kindly write to Company’s RTA for nomination form by quoting their folio number.

15. The Company’s Statutory Auditors, M/s. P C N & Associates (Formerly known as Chandra
Babu Naidu & Co.) Chartered Accountants, FRN: 016016S were appointed as Statutory
Auditors of the Company for a period of Five (5) consecutive years at the AGM of the
Members held on September 27, 2017 on remuneration to be determined by the Board of
Directors. Pursuant to the amendment made by the Companies (Amendment) Act, 2017,
effective from September 27, 2017, it is no longer necessary to seek the ratification of the
shareholders for continuance of the above appointment. Hence, the Company is not seeking
the ratification of the shareholders for the appointment of the Statutory Auditors.

16. Members who have not encashed the dividend warrant(s) for the financial year ended
March 31, 2016 are requested to make their claims directly to the Company or to M/s Aarthi
Consultants Private Limited at [email protected] and
[email protected], without any delay. Dividend per share was Rs. 0.10 (i.e. 5%)
per equity share of Rs. 2/- each which was declared on December 27, 2016 and the Due date
for transfer to IEPF is February 02, 2024.

Further it is informed to the members that pursuant to the provisions of Section 124 of the
Companies Act, 2013 read with the relevant Rules made thereunder, shares on which
dividend has not been paid or claimed for seven (7) consecutive years or more shall be
transferred to the IEPF Authority as notified by the Ministry of Corporate Affairs.

Members who have not encashed their dividend warrants are requested to make their
claims to RTA ([email protected]) or Company ([email protected]).

17. Process and manner for members voting through Electronic means:

a) Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies
(Management and Administration) Rules, 2014 (as amended), Regulation 44 of Listing
Regulations (as amended), and the MCA Circulars, the Company is providing facility of

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38
 remote e-voting to its members in respect of the business to be transacted at the AGM. For
this purpose, the Company has entered into an agreement with Central Depository
Services (India) Limited (“CDSL”) as the authorised e-Voting agency for facilitating voting
through electronic means. The facility of casting votes by members using remote e-voting
as well as e-voting system on the date of the AGM will be provided by CDSL.

b) Members whose names are recorded in the Register of Members or in the Register of
Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Monday,
December 21, 2020, shall be entitled to avail the facility of remote e-voting as well as e-
voting system on the date of the AGM. Any recipient of the Notice, who has no voting
rights as on the Cut-off date, shall treat this Notice as intimation only.

c) A person who has acquired the shares and has become a member of the Company after
the dispatch of the Notice of the AGM and prior to the Cut-off date i.e. Monday, December
21, 2020 shall be entitled to exercise his/her vote electronically i.e., remote e-voting or e-
voting system on the date of the AGM by following the procedure mentioned in this part.

d) The remote e-voting will commence on Friday, December 25, 2020 at 9.00 a.m. and will
end on Sunday, December 27, 2020 at 5.00 p.m. During this period, the members of the
Company holding shares either in physical mode or in demat mode as on the Cut-off date
i.e., Monday, December 21, 2020 may cast their vote electronically. The members will not
be able to cast their vote electronically beyond the date and time mentioned above and
the remote e-voting module shall be disabled for voting by CDSL thereafter.

e) Once the vote on a resolution is casted by the member, he/she shall not be allowed to
change it subsequently or cast the vote again.

f) The voting rights of the members shall be in proportion to their share in the paid up
equity share capital of the Company as on the Cut-off date i.e., Monday, December 21,
2020.

g) The Company has appointed Mr. A. Sridhar, Practicing Company Secretary (C P No.:
12011) to act as the Scrutinizer for conducting the remote e-voting process as well as the
e-voting system on the date of the AGM, in a fair and transparent manner.

18. Note for Non – Individual Shareholders and Custodians

a) Non-Individual shareholders (i.e. other than Individuals, HUF, NRI, etc.) and Custodian are
required to log on to www.evotingindia.com and register themselves as Corporates.

b) A scanned copy of the Registration Form bearing the stamp and sign of the entity should
be emailed to [email protected].

c) After receiving the login details a Compliance User should be created using the admin
login and password. The Compliance User would be able to link the account(s) for which
they wish to vote on.

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39
 d) The list of accounts linked in the login should be mailed to
[email protected] and on approval of the accounts they would be able to
cast their vote.

e) A scanned copy of the Board Resolution and Power of Attorney (POA) which they have
issued in favour of the Custodian, if any, should be uploaded in PDF format in the system
for the scrutinizer to verify the same.

f) Alternatively, Non-Individual shareholders are required to send the relevant Board

Resolution/Authority letter etc. together with attested specimen signature of the duly
authorized signatory who is authorized to vote, to the Scrutinizer and to the Company, if
voted from individual tab & not uploaded same in the CDSL e-voting system for the
scrutinizer to verify the same.

g) In case you have any queries or issues regarding the AGM & e-voting, you may refer the
Frequently Asked Questions (“FAQs”) and e-voting manual available at
www.evotingindia.com, under help section or write an email to
[email protected] or call below mentioned numbers.

All grievances connected with the facility for voting by electronic means may be
addressed to Mr. Nitin Kunder (022-23058738) / Mr. Mehbaoob Lakhani (022-
23058543) or Mr. Rakesh Dalvi (022-23058542), Central Depository Services (India)
Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg,
Lower Parel (East), Mumbai - 400013 or send an email to
[email protected].

19. Process for those members whose email ids are not registered:

a) For members holding shares in Physical mode - please provide necessary details like Folio
Number, Name of the shareholder by email to [email protected] and
[email protected].

b) Members holding shares in Demat mode can get their e-mail id registered by contacting
their respective Depository Participant or by email to [email protected].
(Detailed procedure in this regard is laid down in our intimation to Stock Exchange(s) by
the name of “Request to Shareholders to Register Email Address” on September 10, 2020)

20. The instructions for shareholders for remote e-voting are as under:

a) The voting period begins on Friday, December 25, 2020 at 9.00 a.m. and will end on
Sunday, December 27, 2020 at 5.00 p.m. During this period shareholders of the Company,
holding shares either in physical form or in dematerialized form, as on the cut-off date i.e.
Monday, December 21, 2020 may cast their vote electronically. The e-voting module shall
be disabled by CDSL for voting thereafter.

b) Shareholders who have already voted prior to the meeting date would not be entitled to
vote at the meeting.

Annual Report 2019-2020

40
 c) The shareholders should log on to the e-voting website www.evotingindia.com.

d) Click on Shareholders.

e) Now Enter your User ID

For CDSL: 16 digits beneficiary ID,
For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
Members holding shares in Physical Form should enter Folio Number registered with
the Company.

Alternatively, if you are registered for CDSL’s EASI/EASIEST e-services, you can log-in at
https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you
successfully log-in to CDSL’s EASI/EASIEST e-services, click on e-Voting option and proceed
directly to cast your vote electronically.

f) Next enter the Image Verification as displayed and Click on Login.

g) If you are holding shares in demat form and had logged on to www.evotingindia.com and
voted on an earlier voting of any Company, then your existing password is to be used.

h) If you are a first time user follow the steps given below:

For Members holding shares in Demat mode and Physical mode

PAN: Enter your 10-digit alpha-numeric *PAN issued by Income Tax

Department (Applicable for both demat shareholders as well as
physical shareholders)

*Members who have not updated their PAN with the

Company/Depository Participant are requested to use the sequence
number indicated in the PAN field.

Dividend Bank Details OR Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy
format) as recorded in your demat account or in the Company
records in order to login.
Date of Birth (DOB):
If both the details are not recorded with the depository or Company
please enter the member id / folio number in the Dividend Bank
details field as mentioned in instructions.

a) After entering these details appropriately, click on “SUBMIT” tab.

b) Members holding shares in physical mode will then directly reach the Company selection
screen. However, members holding shares in demat form will now reach ‘Password
Creation’ menu wherein they are required to mandatorily enter their login password in
the new password field. Kindly note that this password can also be used by the demat
holders for voting for resolutions of any other Company on which they are eligible to vote,

Annual Report 2019-2020

41
 provided that Company opts for e-voting through CDSL platform. It is strongly
recommended not to share your password with any other person and take utmost care to
keep your password confidential.

c) For Members holding shares in physical mode, the details can be used only for e-voting on
the resolutions contained in this Notice.

d) Click on the EVSN of the Company.

e) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the
option “YES/NO” for voting. Select the option YES or NO as desired. The option YES
implies that you assent to the Resolution and option NO implies that you dissent to the
Resolution.

f) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

g) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A
confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to
change your vote, click on “CANCEL” and accordingly modify your vote.

h) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your
vote.

i) You can also take a print of the votes casted by clicking on “Click here to print” option on
the Voting page.

j) If a demat account holder has forgotten the login password, then Enter the User ID and
the image verification code and click on Forgot Password and enter the details as
prompted by the system.

k) Shareholders can also cast their vote using CDSL’s mobile app m-Voting. The m-Voting
app can be downloaded from Google Play Store. Apple and Windows phone users can
download the app from the App Store and the Windows Phone Store respectively. Please
follow the instructions as prompted by the mobile app while voting through your mobile.

21. The instructions for shareholders voting on the day of the AGM on e-voting system are
as under:

a) The procedure for e-Voting on the day of the AGM is same as the instructions mentioned
above for remote e-voting.

b) Only those Members/ shareholders, who will be present in the AGM through VC/OAVM
facility and have not casted their vote on the Resolutions through remote e-Voting and are
otherwise not barred from doing so, shall be eligible to vote through e-Voting system
available in the AGM.

c) If any Votes are casted by the members through the e-voting available during the AGM
and if the same members have not participated in the meeting through VC/OAVM facility,

Annual Report 2019-2020

42
 then the votes casted by such members shall be considered invalid as the facility of e-
voting during the meeting is available only to the members participating in the meeting.

d) Members who have voted through remote e-Voting will be eligible to attend the AGM.
However, they will not be eligible to vote at the AGM.

22. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s
website www.brightcomgroup.com and on the website of CDSL i.e. www.cdslindia.com
within 48 hours of the passing of the Resolutions at the 21st AGM of the Company and shall
also be communicated to the Stock Exchanges where the shares of the Company are listed.

23. Instructions for members for attending the AGM through VC/OAVM is as under:

a) Members will be provided with a facility to attend the AGM through VC/OAVM or view the
live webcast of AGM through the CDSL e-Voting system. Members may access the same at
www.evotingindia.com under shareholders’/ members login by using the remote e-voting
credentials. The link for VC/OAVM will be available in shareholder/members login where
the EVSN of Company will be displayed.

b) Members are encouraged to join the Meeting through Laptops for better experience.

c) Further, Members will be required to allow Camera and use Internet with a good speed to
avoid any disturbance during the meeting.

d) Please note that Participants Connecting from Mobile Devices or Tablets or through
Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to
fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi
or LAN Connection to mitigate any kind of aforesaid glitches.

e) For ease of conduct, members who would like to ask questions may send their questions
in advance at least two (2) days before AGM mentioning their name, demat account
number / folio number, email id, mobile number at [email protected] and to
register themselves as a speaker. Those Members who have registered themselves as a
speaker will only be allowed to express their views/ask questions during the AGM.

f) Since the AGM will be held through VC/OAVM, the Route Map is not annexed in this
Notice.

CONTACT DETAILS:

Company Brightcom Group Limited

Phone: 040-67449910
Email: [email protected]
Registrar and Transfer Agent Aarthi Consultants Private Limited
Phone: 040-27638111/27642217 / 27634445
Email: [email protected]

Annual Report 2019-2020

43
 e-Voting Agency Central Depository Services (India) Limited
E-mail : [email protected]
Phone : +91-22-23058543/8542
Scrutinizer Mr. A. Sridhar
Practicing Company Secretary
C P No. 12011
Phone: + 91 99893994290
Email: [email protected]

ANNEXURE TO NOTICE:

Information provided pursuant to requirements given under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Secretarial Standard in respect of individuals
proposed to be appointed/ re-appointed as Director(s):

Name of Director Mr. Vijay Kancharla Mr. Peshwa Acharya Dr. K. Jayalakshmi Kumari
Director Identification 02744217 06558712 03423518
Number
Date of Birth 10.05.1967 21.09.1967 08.08.1968
Date of first 26.06.2012 15.09.2020 17.05.2016
Appointment
Qualification Master of Science from PGDM, IIM Calcutta Ph.D. in Social Sciences
University of Louisville B. Tech. (Hons) in M.A.,(Economics)
B.Tech., from JNTU, Chemical Engg., IIT M.A.,(Political Science)
Hyderabad Kharagpur M.Phil.,
M.Ed.
Category Executive Director Non-Executive and Non-Executive and
Independent Director Independent Director
Terms & Conditions of Being reappointed as a Appointment as Non- Re-appointment as Non-
Re-Appointment along Director liable to retire by Executive and Independent Executive and Independent
with Remuneration rotation. No remuneration is Director of the Company for Director of the Company for a
sought to be paid being paid. a period of 5 (five) years period of 5 (five) years upto
w.e.f. 15.09.2020. 26th AGM.
The Directors have been appointed in terms of the provisions of Companies Act, 2013 and are responsible
to undertake the roles and responsibilities prescribed under the provisions of the Companies Act, 2013 and
other laws for the time being in force. In addition, the Directors are also responsible to undertake the roles
and responsibilities assigned by the Board from time to time.
Relationship with other There is no inter-se relationship There is no inter-se relationship There is no inter-se relationship
Directors, Manager and between Mr. Vijay Kancharla and between Mr. Peshwa Acharya between Dr. K. Jayalakshmi
other Key Managerial other Directors & KMPs. and other Directors & KMPs. Kumari and other Directors &
Personnel of the Company KMPs.
*Directorships held in
other Companies and Cambridge Technology
Bodies Corporate as on Enterprises Limited
NIL NIL
March 31, 2020.
Chairman / Member of Member of the Audit Committee Member of Audit Committee,
the Committee of the and Corporate Social Nomination & Remuneration
Board of Directors of the Responsibility Committee NIL Committee and Chairman of CSR
Company Committee
No. of Board Meetings Please refer to Corporate Please refer to Corporate
attended during the year Governance Report N.A Governance Report

Annual Report 2019-2020

44
 Chairman/Member of the
Committee of the Board of
Directors in other NIL N.A 5
Companies as on March
31, 2020
No. of Equity Shares of
Rs.2/- held in the
Company as on 38,20,946 NIL NIL
31.03.2020
*(Excluding Private, Section 8 Companies & Foreign Companies)

Brief Profile and Area of Expertise

Mr. Vijay Kancharla

Mr. Vijay Kancharla (DIN: 02744217) is one of the main Promoters and has been associated with
the Company as an Executive Director.

Vijay leads the innovations at Brightcom Group. He is responsible for the company's worldwide
technology enhancements and innovations. Vijay has been at the forefront of the internet
revolution and has vast experience in building innovative solutions for the online market.

Prior to co-founding USA Greetings and Ybrant Technologies, he worked with some of the
Fortune 500 companies, such as Hewlett Packard and Pacific Bell.

Mr. Peshwa Acharya:

An industry veteran, Acharya is the Chief Marketing Officer (Responsible for Marketing, Revenue
and Admissions) at the Ampersand Group. He has a vast experience of around 29 years across
FMCG, Retail, Telecom, E-Commerce, Hospitality and Education domains.
Acharya, an alumnus of IIT Kharagpur and IIM Calcutta and has worked in various cities in India
and across Asia and Africa. He has held various leadership roles for brands like P&G, Reckitt,
Pepsi, Dabur, Reliance Retail, Globacom (Africa) and Sterling Holidays(A Fairfax company). Some
of the brands launched / Relaunched & built by him are Reliance Digital, Hutch, Ariel, Dettol,
Promise, Harpic, Mortein, Babool, Apps Daily and Housing.com. In 2015, he was handpicked as
the first CEO of IIT Bombay Research & Innovation Park (ASPIRE). He also founded
entrepreneurial ventures: Think as Consumer (www.thinkasconsumer.com) and Leven
Healthcare.

Dr. K. Jayalakshmi Kumari:

Dr. Jayalakshmi Kumari has a Ph.D. in social sciences, an M.A in Economics, M.A in Political
Science, M.Phil. and M.Ed., with years of experience in teaching. With proven ability to constantly
challenge and improve existing processes and systems, she has been participating and rendering
voluntary services to many social organizations.
With a deep passion for teaching, Dr. Jayalakshmi brings over 18 years of experience from the
educational sector having worked for leading schools and colleges in Hyderabad. Presently, she
is working with the Nalanda Educational Society as a faculty in the field of social sciences. In
addition to this, she regularly conducts awareness programs for women's development,
entrepreneurship, health camps, and does community services towards encouragement of
economically weaker women. Dr. Jayalakshmi is also an Independent director in the listed
company M/s Cambridge Technology Enterprises Ltd., Hyderabad.

Annual Report 2019-2020

45
 Explanatory statement pursuant to section 102 of the Companies Act, 2013 and
Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015

Item no. 4:
Mr. Peshwa Acharya (DIN: 06558712) was appointed as an Additional Director under the
category of Non-Executive & Independent Director as per the provisions of Section 149 of the Act
read with the Companies (Appointment and Qualification of Directors) Rules, 2014, on the Board
of the Company with effect from September 15, 2020. He holds office as an Independent Director
of the Company up to the conclusion of the ensuing annual general meeting.

The Board, as per the recommendation of the Nomination and Remuneration Committee,
considers that, given his background and experience, the association of Mr. Peshwa Acharya
would be beneficial to the Company. Accordingly, it is proposed to appoint Mr. Peshwa Acharya
as an Independent Director of the Company, not liable to retire by rotation and to hold office for
a first term of 5 (five) consecutive years on the Board of the Company.

Section 149 of the Companies Act, 2013 and provisions of the SEBI (LODR) Regulations, 2015
(“Listing Regulations”) inter alia prescribe that an Independent Director of a Company shall meet
the criteria of independence as specified therein.

Mr. Peshwa Acharya is not disqualified from being appointed as Director in terms of Section 164
of the Act and have given his consent to act as an Independent Director.

The Company has also received declaration from Mr. Peshwa Acharya that he meet with the
criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and
under the SEBI (LODR) Regulations, 2015.

In the opinion of the Board, Mr. Peshwa Acharya fulfils the conditions for appointment as
Independent Directors as specified in the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015.

Additional information of Mr. Peshwa Acharya, whose appointment as Independent Director is

proposed at Item No. 4 provided in the “Annexure” to the Notice pursuant to the provisions of (i)
the Listing Regulations and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the
Institute of Company Secretaries of India.

Copy of letter of appointment of Mr. Peshwa Acharya setting out the terms and conditions of
appointment is available for inspection by the members at the registered office of the Company.

Except Mr. Peshwa Acharya and his relatives, none of the other Directors / Key Managerial
Personnel of the Company / their relatives is, in any way, concerned or interested, financially or
otherwise, in this resolution. This statement may also be regarded as an appropriate disclosure
under the Listing Regulations. The Board recommends the ordinary Resolution set out at Item
No. 4 of the Notice for approval by the members.

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46
 Item no. 5:
Dr. K. Jayalakshmi Kumari (DIN: 03423518) was appointed as Independent Director on the
Board of the Company pursuant to the provisions of Section 149 of the Act read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable
provisions of SEBI (LODR) Regulations, 2015 (“Listing Agreement”). She holds office as
Independent Directors of the Company up to May 16, 2021 (“first term” in line with the
explanation to Sections 149(10) and 149(11) of the Act).

The NRC of the Board of Directors, on the basis of the report of performance evaluation of
Independent Director, has recommended reappointment of Dr. K. Jayalakshmi Kumari as
Independent Director for a second term of 5 (Five) years on the Board of the Company i.e., from
the date of 21st AGM up to the conclusion/date of 26th AGM of the Company to be held in 2025.

The Board, based on the performance evaluation of Independent Directors and as per the
recommendation of the NRC, considers that, given her background and experience and
contributions made by her during the tenure, the continued association of Dr. K. Jayalakshmi
Kumari would be beneficial to the Company and it is desirable to continue to avail her services as
Independent Director. Accordingly, it is proposed to re-appoint Dr. K. Jayalakshmi Kumari as
Independent Director of the Company, not liable to retire by rotation and to hold office for a
second term of 5 (Five) years on the Board of the Company i.e., from the date of 21st AGM up to
the conclusion/date of 26th AGM of the Company to be held in 2025.

Section 149 of the Act and provisions of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) inter alia
prescribe that an independent director of a company shall meet the criteria of independence as
provided in Section 149(6) of the Act.

Section 149(10) of the Act provides that an independent director shall hold office for a term of
up to five consecutive years on the Board and shall be eligible for re-appointment on passing a
special resolution by the company and disclosure of such appointment in its Board’s report.
Section 149(11) provides that an independent director may hold office for up to two consecutive
terms.

Dr. K. Jayalakshmi Kumari is not disqualified from being appointed as Director in terms of
Section 164 of the Act and have given her consent to act as Director.

The Company has also received declaration from Dr. K. Jayalakshmi Kumari that she meets with
the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act
and under the Listing Regulations.

In the opinion of the Board, Dr. K. Jayalakshmi Kumari fulfils the conditions for re-appointment
as Independent Director as specified in the Act and the Listing Regulations. Dr. K. Jayalakshmi
Kumari is independent of the management.

Details of Directors whose re-appointment as Independent Director is proposed at Item No. 5 is

provided in the “Annexure” to the Notice pursuant to the provisions of (i) the Listing Regulations
and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company
Secretaries of India.

Annual Report 2019-2020

47
 Copy of letter of appointment of Dr. K. Jayalakshmi Kumari setting out the terms and conditions
of appointment is available for inspection by the members at the registered office of the
Company.

Dr. K. Jayalakshmi Kumari is interested in the resolutions set out respectively at Item No. 5 of the
Notice with regard to her reappointment. The relatives of Dr. K. Jayalakshmi Kumari may be
deemed to be interested in the resolution to the extent of their shareholding interest, if any, in
the Company.

With her vast experience in the field of Teaching Political Science & Economics, Dr. K.
Jayalakshmi Kumari, has always actively participated in the Board and Committee meetings,
sought clarity on issues related to business, accounting principles and emphasized on employee
welfare and regulatory and legal compliance.

As an Independent Woman Director on Board, Dr. K. Jayalakshmi Kumari was active in issues
related to women employees and their welfare. She was also an active participant in discussions
relating to Prevention of Sexual Harassment of Women at Workplaces apart from attending all
the Board and Committee meetings regularly.

Save and except the above, none of the other Directors / Key Managerial Personnel of the
Company / their relatives is, in any way, concerned or interested, financially or otherwise, in
these resolutions.

This statement may also be regarded as an appropriate disclosure under the Listing Regulations.
The Board recommends the Special Resolution set out at Item No. 5 of the Notice for approval by
the members.

Item no. 6:
The Board of Directors of the Company at its meeting held on December 04, 2020 approved to
the offer, issue and allot 34 Crore warrants of the Company at Rs. 7.70/- (Rupees Seven and
Seventy Paise only) each at a premium of Rs. 5.70/- (Rupees Five and Seventy Paise only) by way
of preferential issue of warrants in accordance with Chapter V of the SEBI (ICDR) Regulations,
2018 subject to approval of shareholders.

Each Warrant is convertible into One (1) Equity Share and the conversion can be exercised at any
time during the period of Eighteen (18) months from the date of allotment of Warrants, as the
case may be, on such terms and conditions as applicable, entitling the Proposed Allottees to
subscribe to and be allotted the Warrants convertible into Equity Shares of the Company.

Accordingly, the approval of the members of the Company is being sought, by way of a special
resolution, to create, issue, offer and allot, warrants convertible into Equity Shares, by way of
preferential allotment to the proposed allottees.

The Warrants issued pursuant to the resolution no.6 of this Notice shall be subject to lock-in in
accordance with Regulations 167 and 168 of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018.

Annual Report 2019-2020

48
 The Equity Shares arising out of the conversion of the warrants shall rank pari-passu inter se and
with the then existing equity shares of the Company in all respects, including in relation to
dividend.

The disclosures under Resolution No. 6 of this Notice, as required in accordance with the Act,
the SEBI (ICDR) Regulations, 2018 and other applicable Regulations in relation thereto are
as under:

1. The objects of the Issue

In order to meet long term funding requirements of the Company inter alia to fund Company’s
growth capital requirements, to meet the Company’s expenditure to enhance its long term
resources and thereby strengthening of the financial structure of the Company and for meeting
working capital requirements and for other general corporate purposes and purposes permitted
by applicable laws.

2. Number of shares and Pricing of Preferential issue:

The Company proposes to issue and allot in aggregate and upto 34,00,00,000 (Thirty Four Crore
Only) convertible warrants (“Warrants”) at a price of Rs. 7.70/- per warrant, each warrant
convertible into or exchangeable for One (1) Equity Share of the face value of Rs. 2/- at a
premium of Rs. 5.70/- per share aggregating to Rs. 261,80,00,000/- (Rupees Two Hundred and
Sixty One Crore Eighty Lacs only) to the proposed allottees.

3. Basis on which the price has been arrived at:

The equity shares of Company are listed and frequently traded on Stock Exchanges, viz., BSE
Limited and National Stock Exchange of India Limited (“NSE”) in accordance with SEBI (ICDR)
Regulations.

The pricing of the warrants to be allotted on preferential basis is Rs. 7.70/- per warrant
convertible into one equity share of face value of Rs. 2/- each, which is higher than the price
determined in accordance with applicable provisions of SEBI (ICDR) Regulations.

In terms of the applicable provisions of SEBI (ICDR) Regulations, the price at which equity
warrants shall be allotted shall not be less than higher of the following:

(a) Average of the weekly high and low of the volume weighted average price of the
equity shares of the Company quoted on the Stock Exchange, during the Twenty-Six (26)
weeks preceding the Relevant Date;
or
(b) Average of the weekly high and low of the volume weighted average price of the
equity shares of the Company quoted on the Stock Exchange, during the Two (2) weeks
preceding the Relevant Date.

Accordingly, the price per equity share, to be issued, is fixed at Rs. 7.70 (Rupees Seven and
Seventy Paise Only) which shall be higher than the price as computed under Regulation 164 of
SEBI (ICDR) Regulations.

Since the equity shares of the Company have been listed on the recognized Stock Exchanges for a
period of more than 26 weeks prior to the Relevant Date, it is not required to re-compute the

Annual Report 2019-2020

49
 price per equity share to be issued and therefore, the Company is not required to submit the
undertaking specified under the Regulations 163 (1) (g) and 163 (1) (h) of the SEBI (ICDR)
Regulations.

4. Terms of Issue of the Warrants, if any.

The issue of warrants and thereby conversion into Equity shares upon the allotment in terms of
this resolution shall rank pari-passu with existing equity shares of the Company in all respects.

5. The class or classes of persons to whom the allotment is proposed to be made:

The allotment is proposed to be made to entity and individuals which does not form part of
Promoter & Promoter group.

6. Relevant Date:
The “Relevant Date” in accordance with SEBI ICDR Regulations would be Friday, November 27,
2020 being the date 30 days prior to the date of passing of the Special Resolution by the
Members of the Company for the proposed preferential issue of Warrants convertible into Equity
Shares.

7. The shareholding pattern of the Company before the proposed issue and after the
proposed conversion of Equity Shares as follows:

PRE-ISSUE Allotment POST ISSUE#

Sl.
Category No. of Shares % of No. of No. of Shares % of
No.
held Shareholding Warrants held Shareholding
A. Promoters’ holding:
1 Indian
Individual/ Hindu
7.96
undivided Family 67,500,787 13.30 - 67,500,787
Bodies Corporate -
- - - -
Sub Total 7.96
67,500,787 13.30 - 67,500,787
2 Foreign Promoters 10.87
92,173,599 18.16 - 92,173,599
Bodies Corporate 3.18
26,953,299 5.31 - 26,953,299
Sub Total (A)
186,627,685 36.76 - 186,627,685 22.02
B. Non-Promoters’ holding:
1 Institutional Investors -
- - - -
Foreign Venture Capital
-
Investors - - - -
Foreign Portfolio Investor
1,145,289 0.23 - 1,145,289 0.14
Central Government/State
2 Government(s)/ President -
- - - -
of India
3 Non- Institution Investors
Individuals
169,792,621 33.45 58,500,000 228,292,621 26.93
NBFCs Registered with

Annual Report 2019-2020

50
 RBI 20,000 0.00 - 20,000 0.00
Employees
213,000 0.04 - 213,000 0.03
Any Others
Non Resident Indians
58,442,186 11.51 22,000,000 80,442,186 9.49
Clearing Members
2,451,446 0.48 - 2,451,446 0.29
Foreign Body Corporate
23,800,000 4.69 6,000,000 29,800,000 3.52
Bodies Corporate
64,428,272 12.69 253,500,000 317,928,272 37.51
Trust
731,000 0.14 - 731,000 0.09
Sub Total (B)
321,023,814 63.24 340,000,000 661,023,814 77.98
GRAND TOTAL (A+B)
507,651,499 100.00 340,000,000 847,651,499 100.00
C. Non Promoter-Non Public -
- - - -
Shares underlying DRs -
- - - -
Shares held by Employee
-
Trust - - - -
GRAND TOTAL (A+B+C)
507,651,499 100.00 340,000,000 847,651,499 100.00
# assuming full conversion of the warrants

Note:-
(i) The table shows the expected shareholding pattern of the Company upon assumption of the allotment and
assumes that holding of all other shareholders shall remain the same post issue as they were on the date on
which the pre issue shareholding pattern was prepared.
(ii) The pre-issue shareholding pattern is as on September 30, 2020 as the notice was approved as on
December 04, 2020.

8. Proposal / Intention of Promoters, Directors or Key Managerial Personnel to

subscribe the offer:
None of the Promoters, Directors or Key Managerial Personnel, intends to subscribe to any
Warrants pursuant to this preferential issue.

9. Proposed time within which the preferential issue shall be completed

As required under the SEBI (ICDR) Regulations, Warrants shall be issued and allotted by the
Company within a period of Fifteen (15) days from the date of passing of this special resolution
provided that where the issue and allotment of the said Warrants is pending on account of
pendency of any approval for such issue and allotment by any regulatory authority or the Central
Government, the issue and allotment shall be completed within a period of Fifteen (15) days
from the date of receipt of last of such approvals.

10. Change in control, if any, in the Company that would occur consequent to the
preferential offer:
There shall be no change in the management or control of the Company pursuant to the aforesaid
issue and allotment of the warrants.

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51
 11. No. of persons to whom allotment on preferential basis have already been made
during the year, in terms of number of securities as well as price:
During the period from April 01, 2020 till date of this AGM Notice, the Company has offered,
issued and allotted 3,14,00,000 Equity shares on preferential basis to non-promoters on May 27,
2020 whose details are mentioned below.

Sl. No. Name of the Allottee No. of Equity Shares

1 Muskaan Limited 23800000
2 Kishan Prakash 4800000
3 Ishan Prakash 2800000

The aforementioned 31400000 Equity shares (face value of Rs.2/- per share) are allotted on
preferential basis at Rs.10/- per share with a premium of Rs.8/- per share.

12. Valuation for consideration other than cash: Not applicable.

13. The justification for the allotment proposed to be made for consideration other than
cash together with valuation report of the registered valuer: Not applicable.

14. Lock-in Period:

The proposed allotment of warrants and equity shares (upon conversion of warrants into equity)
shall be subject to lock-in as per the provisions of Chapter V of the SEBI (ICDR) Regulations,
2018. Further, the entire Pre-Preferential allotment shareholding of all the proposed allottees, if
any, shall also be under lock–in from the relevant date up to a period of six months from the date
of the trading approval received from the Stock Exchanges. [Here the date of trading approval
shall be reckoned as the latest date when trading approval has been obtained from the Stock
Exchanges where it is listed].

15. Listing:
The Company will make an application to the Stock Exchanges at which the existing shares are
listed, for listing of the equity shares. Such equity shares, once allotted, shall rank pari-passu with
the then existing equity shares of the Company in all respects, including dividend.

16. Auditors’ Certificate:

The Certificate being issued by M/s. P C N & Associates (formerly known as Chandra Babu Naidu
& Co.,) (Firm Registration No.016016S) Chartered Accountants, Statutory Auditors of the
Company certifying that the preferential issue is being made in accordance with the
requirements contained in the SEBI (ICDR) Regulations and will be kept open for inspection at
the Registered Office of the Company between 11:00 AM and 5:30 PM on all working days
between Monday to Friday every week, from the date of dispatch of the Notice till the date of this
AGM.

17. Other Disclosures:

i. None of the Issuer, any Promoter or Directors of the Company is willful defaulter.
ii. The Proposed allottees have not sold/transferred any equity shares during the six months
preceding the Relevant Date.

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52
 iii. The Issuer Company undertakes that they shall re-compute the price of the Equity Shares
issued in terms of the SEBI (ICDR) Regulations, 2018, where it is required to do so.
iv. During the period, the Company has not issued any securities on preferential basis or
Private Placement basis other than mentioned above.
v. The Issuer Company has not issued any securities for consideration other than cash and
hence, the Valuation Report of the Registered Valuer is not applicable.

18. Disclosure as specified in under Regulation 163 (1) (i) of the SEBI (ICDR) Regulations.
i. It is hereby confirmed that neither the Company nor its promoters and Directors and to
the Company's Knowledge any of its Promoters is a willful defaulter.
ii. It is hereby confirmed that neither the Company nor its promoters and Directors is
declared as fugitive economic offender under Fugitive Economic Offender Act, 2018.

19. Identity of Proposed Allottee (including natural persons who are the ultimate
beneficial owners of equity shares proposed to be allotted and/or who ultimately
control), the percentage (%) of Post Preferential Issue Capital that may be held by
them and Change in Control, if any, consequent to the Preferential Issue:

Sl. Name of the Proposed Pre-Issue Issue of Post-Issue #

Ultimate beneficial owner
No. Allottee Shares % Warrants Shares %

PARIMAL JASWANTRAI MEHTA

PARUL PARIMAL MEHTA
ARADHANA COMMOSALES MEHTA SHIKHA PARIMAL
1 LLP BINISHA AMAR AJMERA - - 50,000,000 50,000,000 5.90

PARTH BHAVESH ZAVERI

2 SARITA COMMOSALES LLP DHRUV BHAVESH ZAVERI - - 50,000,000 50,000,000 5.90

MEGHRAJ SOHANLAL JAIN

PATHIK MUKESH DESAI
MANGAL COMPUSOLUTION VINNI DESAI
3 PVT LTD MUKESH DESAI - - 40,000,000 40,000,000 4.72
CHAUDHARY SEEMA VINOD
KALPANA COMMOSALES VINOD AATMARAM
4 LLP CHAUDHARY - - 25,000,000 25,000,000 2.95

KARAN MOHANLAL SAHU

5 SAHITAY COMMOSALES LLP KOTHMIRE MANISHA SURESH - - 25,000,000 25,000,000 2.95
DARSHANA DNYANESHWAR
BHOIR
HANSRAJ COMMOSALES DNYANESHWAR BABURAO
6 LLP BHOIR - - 24,000,000 24,000,000 2.83
7 SUBRATO SAHA SUBRATO SAHA - - 22,000,000 22,000,000 2.60

TEJAL KETAN SHAH

8 SHALINI SALES LLP BHAVIK NAVINCHANDRA SHAH - - 20,000,000 20,000,000 2.36
9 PARUL PARIMAL MEHTA PARUL PARIMAL MEHTA - - 10,000,000 10,000,000 1.18

SANJAY DHARAMSHI MALDE

10 PANKTI COMMOSALES LLP NARESH DAMJI NAGDA - - 10,000,000 10,000,000 1.18

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53
 LEPTON SOFTWARE RAJEEV SARAF
11 TRADING FZCO UMANG SARAF - - 5,400,000 5,400,000 0.64

TALISMAN SECURITIES PVT SWATI ATUL REGE

12 LTD GOVINDRAJ ATUL REGE - - 5,000,000 5,000,000 0.59
ANISH PARMANAND
13 BHATIA ANISH PARMANAND BHATIA - - 5,000,000 5,000,000 0.59

PALACE HEIGHTS AVENUES

14 LLP B .RAVI KUMAR - - 4,500,000 4,500,000 0.53
15 ANKIT KUMAR ALYA ANKIT KUMAR ALYA - - 4,000,000 4,000,000 0.47

16 VINITA JAIN VINITA JAIN 10,000 0.002 3,825,000 3,835,000 0.45

17 Y SURYANARAYANA RAJU Y SURYANARAYANA RAJU - - 3,500,000 3,500,000 0.41
GAUTAM GOPIKISHAN GAUTAM GOPIKISHAN
18 MAKHARIA MAKHARIA - - 2,500,000 2,500,000 0.29
PUNEET GOPIKISHAN PUNEET GOPIKISHAN
19 MAKHARIA MAKHARIA - - 2,500,000 2,500,000 0.29
SANJIB HIRENDRA SANJIB HIRENDRA
20 CHAKRABORTY CHAKRABORTY - - 2,500,000 2,500,000 0.29
21 SANJIV JAYANT SHAH SANJIV JAYANT SHAH - - 2,000,000 2,000,000 0.24
CHERUKURU SRINIVASA
22 RAO CHERUKURU SRINIVASA RAO - - 1,500,000 1,500,000 0.18
23 RUSHIDA RAHUL MEHTA RUSHIDA RAHUL MEHTA - - 1,500,000 1,500,000 0.18
24 AYAZ AMIR MANJEE AYAZ AMIR MANJEE - - 1,000,000 1,000,000 0.12
SHIVKRISHNA SHIVKRISHNA HARAKCHAND
25 HARAKCHAND DAMANI DAMANI - - 1,000,000 1,000,000 0.12
MANJU SHIVKRISHNA
26 DAMANI MANJU SHIVKRISHNA DAMANI - - 1,000,000 1,000,000 0.12
VARUN SHIVKRISHNA
27 DAMANI VARUN SHIVKRISHNA DAMANI - - 1,000,000 1,000,000 0.12
28 PRERNA VARUN DAMANI PRERNA VARUN DAMANI - - 1,000,000 1,000,000 0.12
POOJA RAJENDRA PRASAD POOJA RAJENDRA PRASAD
29 PODDAR PODDAR - - 1,000,000 1,000,000 0.12
RAJENDRA PRASAD
30 PODDAR RAJENDRA PRASAD PODDAR - - 1,000,000 1,000,000 0.12
31 SUSHILA DEVI PODDAR SUSHILA DEVI PODDAR - - 1,000,000 1,000,000 0.12
32 ASIF ISMAIL ATHANIYA ASIF ISMAIL ATHANIYA - - 1,000,000 1,000,000 0.12
33 VINAYKUMAR PANDEY VINAYKUMAR PANDEY - - 1,000,000 1,000,000 0.12
RAGHUNATH NAIDU
34 KODIDINI RAGHUNATH NAIDU KODIDINI - - 800,000 800,000 0.09
35 SIDDHARTH DUBEY SIDDHARTH DUBEY - - 750,000 750,000 0.09

LEPTON SOFTWARE PTE RAJEEV SARAF

36 LTD SONAM SARAF - - 600,000 600,000 0.07
37 MLS SUDHEER MLS SUDHEER - - 600,000 600,000 0.07
PATLOLLA PRASHANTH
38 REDDY PATLOLLA PRASHANTH REDDY - - 500,000 500,000 0.06
39 KANEEZ ZAINAB KANEEZ ZAINAB - - 500,000 500,000 0.06
ZAINAB HAJEEBHAI
40 MANJEE ZAINAB HAJEEBHAI MANJEE - - 500,000 500,000 0.06
41 HANIF AMIR MANJEE HANIF AMIR MANJEE - - 500,000 500,000 0.06
MOHAMED MAJID M
42 SIDDIQUI MOHAMED MAJID M SIDDIQUI - - 500,000 500,000 0.06

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54
 43 LORIYA MOHSIN RAFIK LORIYA MOHSIN RAFIK - - 500,000 500,000 0.06
44 SHABANA AYAZ MANJEE SHABANA AYAZ MANJEE - - 500,000 500,000 0.06
45 SAIRA HANIF MANJEE SAIRA HANIF MANJEE - - 500,000 500,000 0.06
46 ZEESHAN HANIF MANJEE ZEESHAN HANIF MANJEE - - 500,000 500,000 0.06
ASHISH CHHOTUBHAI
47 HAMID ASHISH CHHOTUBHAI HAMID - - 500,000 500,000 0.06
MEGHNA KAUSTUBH
48 KULKARNI MEGHNA KAUSTUBH KULKARNI - - 500,000 500,000 0.06
KAUSTUBH BALCHANDRA KAUSTUBH BALCHANDRA
49 KULKARNI KULKARNI - - 500,000 500,000 0.06
50 PONNA BHUVANESWARI PONNA BHUVANESWARI - - 450,000 450,000 0.05
51 SAYEEDA YASEEN SAYEEDA YASEEN - - 400,000 400,000 0.05
52 P SOUMYA P SOUMYA - - 140,000 140,000 0.02
53 GIDDALA RAMAKANTH GIDDALA RAMAKANTH - - 100,000 100,000 0.01
54 ADAPA SRINIVAS ADAPA SRINIVAS - - 100,000 100,000 0.01
55 SRI RAM DITTAKAVI SRI RAM DITTAKAVI - - 100,000 100,000 0.01
RAJESH LAXMAN RAO RAJESH LAXMAN RAO
56 CHIVUKULA CHIVUKULA - - 90,000 90,000 0.01
57 SUBRAT KUMAR SAHOO SUBRAT KUMAR SAHOO - - 55,000 55,000 0.01
58 P SIVA RAMA RAJU P SIVA RAMA RAJU - - 50,000 50,000 0.01
HIMAKUMAR
59 KONDIPARTHI HIMAKUMAR KONDIPARTHI - - 40,000 40,000 0.005
#assuming full conversion of warrants

The approval of the Members by way of Special Resolution is required in term of the applicable
provisions of Sections 23, 42 and 62 of the Act read with applicable rules thereto and relevant
provisions of the SEBI (ICDR) Regulations and accordingly the approval of the Members of the
Company is being sought.

In terms of Rule 14(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a
company can make a private placement of its securities under the Act only after the approval of
its shareholders by way of a special resolution has been obtained. Further in terms of Regulation
160 of SEBI (ICDR) Regulations, 2018 a special resolution needs to be passed by shareholders of
a listed company prior to issue of specified securities on preferential basis.

The resolutions as set out in Item No. 6 and the terms stated therein and in the explanatory
statement hereinabove shall be subject to the guidelines/ regulations issued/ to be issued by the
Government of India or the Securities and Exchange Board of India or the Reserve Bank of India
or the Ministry of Corporate Affairs or any other regulatory/ statutory authorities in that behalf
and the Board shall have the absolute authority to modify the terms contained herein or in the
said resolution, if required by the aforesaid regulatory/ statutory authorities or in case they do
not conform with the ICDR Regulations including any amendment, modification, variation or re-
enactment thereof.

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55
 The approval of the Members is being sought to enable the Board to decide on the issue of the
warrants on a preferential basis, to the extent and in the manner as set out in the respective
resolutions and the explanatory statement. The Board believes that the proposed issue is in the
best interest of the Company and its members and accordingly, it recommends passing of the
Special resolution as set out at Item No. 6 of this Notice, for the approval of the Members.

Save and except for the shares of the Company held by them, none of the Directors or Key
Managerial Personnel of the Company or their relatives, are in any way, concerned or interested,
financially or otherwise, in the resolutions as set out at Item No. 6 of this Notice.

None of the Directors or Key Managerial Personnel of the Company and their relatives is
concerned or interested, financially or otherwise, in the Special Resolution.

Copies of all documents relevant to the above resolution at Item No 6 will be available for
inspection during the office hours at the registered office of the Company till the date of
conclusion of voting.

For and on behalf of the Board of Directors

Sd/-
Place: Hyderabad M. Suresh Kumar Reddy
Date: December 04, 2020 Chairman & Managing Director
DIN: 00140515

Registered Office:
Floor-5, Fairfield by Marriott,
Road No: 2, Nanakramguda, Gachibowli,
Hyderabad – 500032, Telangana, India.
CIN: L64203TG1999PLC030996
Email:[email protected];
Web: www.brightcomgroup.com
Tel: +91 40 67449910 Fax: +91 22 66459677

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